Common use of Mergers, Consolidations or Sale of Assets Clause in Contracts

Mergers, Consolidations or Sale of Assets. If at any time there shall be a capital reorganization (other than a combination or subdivision of Common Stock otherwise provided for herein), or a merger or consolidation of the Company with or into another corporation, or the sale of the Company's properties and assets as, or substantially as, an entirety to any other person, then, as a part of such reorganization, merger, consolidation or sale, lawful provision shall be made so that the Warrantholder shall thereafter be entitled to receive upon exercise of the Warrants and payment of the Warrant Price, the number of shares of stock or other securities or property of the Company or the successor corporation resulting from such reorganization, merger, consolidation or sale, to which a holder of the Shares deliverable upon exercise of the Warrants would have been entitled under the provisions of the agreement in such reorganization, merger, consolidation or sale if the Warrants had been exercised immediately before consummation of such reorganization, merger, consolidation or sale. In any such case, appropriate adjustment (as determined in good faith by the Company's Board of Directors) shall be made in the application of the provisions of the Warrants with respect to the rights and interests of the Warrantholder after the reorganization, merger, consolidation or sale to the end that the provisions of the Warrants (including adjustment of the Warrant Price then in effect and the number of Shares) shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon exercise of the Warrants.

Appears in 1 contract

Samples: 'S Warrant Agreement (Javelin Systems Inc)

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Mergers, Consolidations or Sale of Assets. If at any time there shall be a capital reorganization (other than a combination or subdivision of Common Preferred Stock otherwise provided for herein), or a merger or consolidation of the Company with or into another corporation, or the sale of the Company's properties and assets as, or substantially as, an entirety to any other person, then, as a part of such reorganization, merger, consolidation or sale, lawful provision shall be made so that the Warrantholder shall thereafter be entitled to receive upon exercise of the Warrants and payment of the Warrant Price, the number of shares Shares of stock Preferred Stock or other securities or property of the Company or the successor corporation resulting from such reorganization, merger, consolidation or sale, to which a holder of the Shares deliverable upon exercise of the Warrants would have been entitled under the provisions of the agreement in such reorganization, merger, consolidation or sale if the Warrants had been exercised immediately before consummation of such reorganization, merger, consolidation or sale. In any such case, appropriate adjustment (as determined in good faith by the Company's Board of Directors) shall be made in the application of the provisions of the Warrants with respect to the rights and interests of the Warrantholder after the reorganization, merger, consolidation or sale to the end that the provisions of the Warrants (including adjustment of the Warrant Price then in effect and the number of Shares) shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon exercise of the Warrants.

Appears in 1 contract

Samples: Loan and Stock Warrant Agreement (Chemokine Therapeutics Corp)

Mergers, Consolidations or Sale of Assets. If at any time there shall be a capital reorganization of the Common Stock (other than a combination combination, reclassification, exchange or subdivision of Common Stock otherwise provided for herein), or a merger or consolidation of the Company with or into another corporation in which the Company is not the surviving corporation, or the sale of the Company's properties and assets as, or substantially as, an entirety to any other person, then, as a part of such reorganization, merger, consolidation or sale, lawful provision shall be made so that the Warrantholder Executive shall thereafter be entitled to receive upon exercise of this Warrant, during the Warrants period specified in this Warrant and upon payment of the Warrant Pricepurchase price then in effect, the number of shares of stock or other securities or property of the Company or the successor corporation resulting from such reorganization, merger, consolidation or sale, to which a holder of the Shares deliverable upon exercise of the Warrants Company's Common Stock would have been entitled under the provisions of the agreement in such reorganization, merger, consolidation or sale if the Warrants this Warrant had been exercised immediately before consummation of such that reorganization, merger, consolidation or sale. In any such case, appropriate adjustment (as determined in good faith by the Company's Board of Directors) shall be made in the application of the provisions of the Warrants this Warrant with respect to the rights and interests of the Warrantholder Executive after the reorganization, merger, consolidation or sale to the end that the provisions of the Warrants this Warrant (including adjustment of the Warrant Price purchase price then in effect and the number of Sharesshares issuable hereunder) shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon exercise of the Warrants.this Warrant. 7 (c)

Appears in 1 contract

Samples: Quadramed Corp

Mergers, Consolidations or Sale of Assets. If at any time there shall be a capital reorganization (other than a combination or subdivision of Common Warrant Stock otherwise provided for herein), or a merger or consolidation of the Company with or into another corporation, or the sale of the Company's properties and assets as, or substantially as, an entirety to any other person, then, as a part of such reorganization, merger, consolidation or sale, lawful provision shall be made so that the Warrantholder Holder shall thereafter be entitled to receive upon exercise of this Warrant, during the Warrants period specified in this Warrant and upon payment of the Warrant Pricepurchase price, the number of shares of stock or other securities or property of the Company or the successor corporation resulting from such reorganization, merger, consolidation or sale, to which a holder of the Shares deliverable upon exercise of the Warrants Warrant Stock would have been entitled under the provisions of the agreement in such reorganization, merger, consolidation or sale if the Warrants this Warrant had been exercised immediately before consummation of such that reorganization, merger, consolidation or sale. In any such case, appropriate adjustment (as determined in good faith by the Company's Board of Directors) shall be made in the application of the provisions of the Warrants this Warrant with respect to the rights and interests of the Warrantholder Holder after the reorganization, merger, consolidation or sale to the end that the provisions of the Warrants this Warrant (including adjustment of the Warrant Price purchase price then in effect and the number of Sharesshares of Warrant Stock) shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon exercise of the Warrantsthis Warrant.

Appears in 1 contract

Samples: Peters Bradford G

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Mergers, Consolidations or Sale of Assets. If at any time there shall be a capital reorganization (other than a combination or subdivision of Common Option Stock otherwise provided for herein), or a merger or consolidation of the Company with or into another corporation, or the sale of the Company's ’s properties and assets as, or substantially as, an entirety to any other person, then, as a part of such reorganization, merger, consolidation or sale, lawful provision shall be made so that the Warrantholder holder shall thereafter be entitled to receive upon exercise of this Option, during the Warrants period specified in this Option and upon payment of the Warrant Pricepurchase price, the number of shares of stock or other securities or property of the Company or the successor corporation resulting from such reorganization, merger, consolidation or sale, to which a holder of the Shares Common Stock deliverable upon exercise of the Warrants this Option would have been entitled under the provisions of the agreement in such reorganization, merger, consolidation or sale if the Warrants this Option had been exercised immediately before consummation of such that reorganization, merger, consolidation or sale. In any such case, appropriate adjustment (as determined in good faith by the Company's ’s Board of Directors) shall be made in the application of the provisions of the Warrants this Option with respect to the rights and interests of the Warrantholder holder after the reorganization, merger, consolidation or sale to the end that the provisions of the Warrants this Option (including adjustment of the Warrant Price purchase price then in effect and the number of Sharesshares of Option Stock) shall be applicable after that event, as near as reasonably may be, in relation to any shares or other property deliverable after that event upon exercise of the Warrantsthis Option.

Appears in 1 contract

Samples: Employment Agreement (Britesmile Inc)

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